EXHIBIT
      14


**SpectraScience,
      Inc.**





**Code
      of Ethics**





This
      Code
      of Ethics is approved by the Board of Directors and applies to all employees,
      and officers and directors of the Company. It contains standards necessary
      to
      promote: honest and ethical conduct, including the ethical handling of actual
      or
      apparent conflicts of interest between personal and professional relationships,
      and full, fair, accurate, timely, and understandable disclosure in the periodic
      reports required to be filed by the Company and in other public communications;
      and compliance with applicable governmental laws, rules and regulations.





You
      must:





A.
      Act
      with honesty and integrity, ethically handling actual or apparent conflicts
      of
      interest in professional and personal relationships.




B.
      Produce full, fair, accurate, timely and understandable disclosure in reports
      and documents that the Company files with or submits to the Securities and
      Exchange Commission and in other public communications.





C.
      Comply
      with applicable governmental laws, rules and regulations.





D.
      Promptly report any violation of this Code of Ethics to the Company’s Audit
      Committee.





You
      will
      be held accountable for your adherence to this Code of Ethics. Your failure
      to
      observe the terms of this Code of Ethics may result in disciplinary action,
      up
      to and including immediate termination of your employment.





If
      you
      are a senior financial officer, other executive officer or member of the
      Company’s Board of Directors, any request by you for a waiver of any provision
      of this Code of Ethics must be in writing and addressed to the Company’s Audit
      Committee, which will then take appropriate actions, including the submission
      of
      proper requests to the Board of Directors. If you are not a senior financial
      officer, other executive officer or member of the Company’s board of directors,
      any request by you for a waiver of any provision of this Code of Ethics must
      be
      in writing and addressed to the Company’s Chief Executive Officer.





With
      regard to senior financial officers, other executive officers and members of
      the
      Board of Directors, the Board will have the sole and absolute discretionary
      authority, acting upon such recommendation as may be made by the Audit
      Committee, to approve any waiver from this Code of Ethics. Any waiver from
      this
      Code of Ethics for senior financial officers, other executive officers or
      members of the Board of Directors will be disclosed promptly on S.E.C. Form
      8-K.
      For purposes of this Code of Ethics, the term “senior financial officer”
includes the chief executive officer, chief financial officer and principal
      accounting officer or controller, and persons performing similar functions.








Acknowledged
      by employee: __________________________________________








Printed
      name: ____________________________ Date: _____________________